SPX Technologies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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c Preliminary Proxy Statement

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Q Definitive Proxy Statement

c Definitive Additional Materials

c Soliciting Material under §240.14a-12

SPX Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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c Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1)

2024 Notice of AnnualMeeting of Stockholdersand Proxy Statement

Fellow Stockholders:

On behalf of the Board of Directors, we invite you to attend the SPX Technologies, Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024, at 8:00 a.m. (Eastern Time). The Annual Meeting will be held by a virtual format, conducted via live webcast.

2023 Review – Another Highly Successful Year

SPX Technologies had another highly successful year in 2023. Our financial and operational performance reached new heights and we achieved several of our 2025 financial targets ahead of schedule. For the year, our consolidated revenue increased 19.2%, with strong contributions from organic growth and the acquisitions of TAMCO and ASPEQ. Our HVAC segment achieved record performance with year-on-year growth in segment income of 73.0% and segment income margins of 20.9%.

We also made significant advances in our key initiatives in 2023. Investments in both continuous improvement and digital contributed to our revenue growth and margin improvement during the year and helped position us for continued success. On our sustainability initiative, we reported strong progress towards our greenhouse gas emissions reduction target†and the lowest level of water usage across our operations in years. Finally, we eliminated one of the largest remaining risks to the organization through settlement of our long standing disputes in South Africa. This was a multi-year, highly complex undertaking and the removal of this risk has allowed us to enhance our focus on our strategic growth objectives.

Well Positioned For Further Growth Ahead

We entered 2024 well positioned to continue our growth journey. After deploying $547 million towards acquisitions in 2023, we ended the year in a very strong financial position. We have historically high levels of backlog in both our HVAC and Detection & Measurement segments, and overall customer demand for our products remains robust. In February 2024, we completed the acquisition of Ingénia, further building on our strong position in Engineered Air Movement within our HVAC Cooling platform. We have also strengthened our team with the addition of exceptional leaders and organized our segment structure to optimize performance.

Looking ahead, we will continue to closely adhere to our successful value creation roadmap, focusing on new product introductions, digital and software innovations, and a culture of continuous improvement in all aspects of our business. We will continue making efficiency-enhancing investments and pursuing strategic acquisitions across our platforms.

We will also maintain our focus on sustainability as a key pillar of our growth journey. This includes further aligning this initiative with our continuous improvement and new product development processes. We will also make continued investments in our people through training, education, talent management programs, and Diversity & Inclusion initiatives.

Our midpoint guidance for 2024 reflects another year of double-digit increases in adjusted earnings per share and adjusted EBITDA, excluding any impact from further potential capital deployment. We believe that the goals we have set reflect a high level of expectations for our team, and a commitment to delivering the strong performance that investors have come to expect from SPX Technologies.

Meeting Attendance and Voting

All SPX stockholders of record at the close of business on March 18, 2024, are entitled to vote on the matters listed at the Annual Meeting. To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

On behalf of the Board of Directors and our leadership team, we would like to express our gratitude to our employees for working tirelessly to achieve our goals, and to you, our stockholders, for your valuable feedback and continued interest in SPX Technologies.

Sincerely,

Patrick O’Leary

Chairman of the Board of Directors

Gene Lowe

President and Chief Executive Officer

† Reduction of scope 1 and scope 2 greenhouse gas emissions relative to consolidated revenue, using 2019 as the baseline year.

6325 Ardrey Kell Rd, Suite 400

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Tuesday, May 14, 2024

8:00 a.m. (Eastern Time)

Virtually via live webcast at meetnow.global/MKHVHJL.

There is no physical location for the 2024 Annual Meeting of Stockholders. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Question and Answers” section of the accompanying proxy statement. In this notice and throughout the proxy statement, we refer to SPX Technologies, Inc. as “SPX,” the “Company,” “we” or “us.”

Agenda

The principal business of the Annual Meeting will be to:

1. Elect the three nominees named in our Proxy Statement to serve as directors until our 2027 Annual Meeting;

2. Approve our named executive officers’ compensation, on a non-binding advisory basis;

3. Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to provide for the annual election of the Board of Directors;

4. Approve an amendment to our Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law;

5. Approve an amendment to our Certificate of Incorporation to add a Delaware forum selection provision for certain legal actions;

6. Approve an amendment to our Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended (the “Securities Act”);

7. Ratify our Audit Committee’s appointment of our independent registered public accounting firm for 2024; and

8. Transact any other business properly brought before the meeting or any adjournment thereof.

Record Date

March 18, 2024. You may vote during the virtual Annual Meeting or by proxy if you were a stockholder of record at the close of business on March 18, 2024. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

Proxy Materials

This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

By Order of the Board of Directors,John W. NurkinVice President, General Counsel and Secretary

Approximate Date of Mailing of Proxy Materials or

Notice of Internet Availability:

April 4, 2024

TABLE OF CONTENTS

Non-GAAP Financial Measures: Our adjusted earnings per share guidance and adjusted EBITDA guidance for full year 2024 are not measures under generally accepted accounting principles in the United States (“GAAP”) and exclude items, which would be included in our comparable GAAP financial measures, that we do not consider indicative of our on-going performance; and each is calculated in a manner consistent with the presentation of the similarly titled historical non-GAAP measure presented in our earnings release for the quarter and fiscal year ended December 31, 2023 furnished as Exhibit 99.1 to our Current Report on Form 8-K dated February 22, 2024. These items include, but are not limited to, acquisition related costs, costs associated with dispositions, and potential non-cash income or expense items associated with changes in market interest rates and actuarial or other data related to our pension and postretirement plans, as the ultimate aggregate amounts associated with these items are out of our control and/or cannot be reasonably predicted. Accordingly, a reconciliation of our non-GAAP financial guidance to the most comparable GAAP financial measures is not practicable. The full-year guidance excludes impacts from future acquisitions, dispositions and related transaction costs, restructuring costs, incremental impacts of tariffs and trade tensions on market demand and costs subsequent to December 31, 2023, the impact of foreign exchange rate changes subsequent to December 31, 2023, and environmental and litigation charges. See Appendix E for additional information with respect to certain non-GAAP financial measures used to evaluate performance for the purpose of executive officer incentive compensation, which is discussed elsewhere in this Proxy Statement.